EXHIBIT 10.2
THE STATE OF TEXAS ss.
ss. CONTRACT OF SALE
COUNTY OF __________ ss.
This Sales Contract, made and entered into and upon this 1st day of
December, 2006, by and between Xxxxx & Xxxxx, Ltd., hereinafter called "Seller",
and Texas Landscape Center, Inc., hereinafter called "Buyer".
W I T N E S S E T H :
I.
That Seller hereby agrees to sell to Buyer and Buyer hereby agrees to
purchase from Seller all that certain tract or parcel of land lying and being
situated in Ector County, Texas, which is described as follows, to-wit:
Xxx 0, Xxxxx 0, Xxxxx Xxxxxxx Xxxxxxxx, Xxxxxx, Xxxxx, commonly known
as 0000 Xxxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000
together with any and all improvements situated thereon (except as may be
hereinafter more particularly enumerated), with the special agreement and
understanding that such sale and the conveyance to be made in consummation
thereof shall be made subject to any valid and subsisting oil, gas and mineral
lease of record covering said property, to any valid and subsisting easements or
rights of way of record or visibly appropriated upon said property, and subject
to any outstanding oil, gas and mineral interests of record in the County where
the land is located.
II.
That Buyer agrees and promises to pay to Seller a base purchase price
for said property in the amount of Eight Hundred Sixty-One Thousand Seven
Hundred Four and 33/100ths Dollars ($861,704.33). Buyer may be entitled to a
discount in the event that the Buyer closes this transaction prior to December
1, 2008. Such discount shall be negotiated by and between Buyer and Seller upon
Buyer's notification to Seller that Buyer is ready to close the transaction.
III.
That Seller agrees, at Buyer's expense, to furnish to Buyer an owner's
title insurance policy from a reputable title insurance company reflecting
merchantable fee simple title to the above-described property in Buyer for the
full amount of the purchase price, and containing only the standard, usual and
normal exceptions to title with Seller being able to furnish such an owner's
title insurance policy as hereinabove described, within a reasonable time, such
reasonable time not to exceed a period of ninety (90) days from the date of
closing, then this Contract shall end and be of no further force and effect as
to either of the parties hereto, and the escrow deposit hereinafter mentioned
shall be returned to Buyer unless Buyer waives imperfections in title, in which
event this Contract shall be carried out the same as if the title had been
perfected. If a title policy is furnished, the title commitment should be
promptly reviewed by an attorney of Buyer's choice due to the time limitations
on Buyer's right to object.
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IV.
The closing date shall be on or after December 1, 2007, but before
December 1, 2008, and Buyer shall pay or cause to be paid, and deliver or cause
to be delivered to Seller the entire consideration and security mentioned and
described in Paragraph II hereof, at which xxxx Xxxxxx shall deliver to Buyer a
Special Warranty Deed conveying to Buyer fee simple title to the above-described
property. Buyer shall not have any right to close this transaction prior to
December 1, 2007,
V.
No escrow payment is due upon execution of this Contract.
VI.
That risk of loss to the improvements, if any, located upon the
above-described property shall be upon Buyer until closing of this sale and
purchase transaction.
VII.
That possession of the above-described property shall be delivered to
Buyer by Seller pursuant to the terms of a Lease Agreement which will be entered
into by the parties. Notwithstanding the terms of the Lease Agreement, the
property shall be delivered to Buyer by Seller on closing.
VIII.
Buyer hereby agrees to pay all taxes on such property which are
outstanding at the time of closing. Buyer hereby agrees to indemnify and hold
harmless Seller from payment of any such taxes.
IX.
No real estate agent has been used in this transaction; therefore, no
real estate commission is due any party.
X.
The Seller has made no warranties of merchantability or fitness for a
particular purpose concerning any of the property sold under this Contract, and
all of such property is sold "AS IS" and "WITH ALL FAULTS", and further, the
Seller makes no express or implied warranties of any nature whatsoever.
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Eligibility for government farm program benefits may depend upon
compliance with a soil conservation plan for the property. Buyer is advised to
determine whether the property is subject to and in compliance with a plan
before signing this Contract.
Buyer is advised that the presence of wetlands, toxic substance,
including asbestos and wastes or other environmental hazards, or the presence of
a threatened or endangered species or its habitat, may affect Buyer's intended
use of the Property. If Buyer is concerned about these matters, an addendum
either promulgated by TREC or required by the parties should be used.
XI.
Buyer shall have the right to have a survey completed upon the property
within a reasonable time after execution of this Contract. Within five (5) days
after Buyer receives the survey, Buyer shall furnish the same to Seller, who
shall cure the defects, if any, within a reasonable time.
XXXXX & XXXXX, LTD.
By the Xxxxxx X. Xxxxx Management Trust,
General Partner
/s/ ___________________________________
By Xxxxxx Xxxxx, Trustee
TEXAS LANDSCAPE CENTER, INC.
/s/ ___________________________________
By X. X. Xxxxxx, President
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Guarantee of Contract. The undersigned hereby jointly and severally guarantee
the performance of the contract on behalf of the Buyer.
PENGE CORPORATION
/s/ ___________________________________
By Xxxx Xxxxxxx, CEO
/s/ ___________________________________
Xxxx Xxxxxxx, Individually
/s/ ___________________________________
K. C. Homes, Individually
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